These are not long documents, and the plaintiffs were expected to comply with these instructions.
- The relevant forms also included details regarding the risks inherent in the transaction. This arises from several places in the short application form, which occupies three pages:
- At the outset, it was written that "as the group is formed and the building is built," the entitlement to receive a housing unit will be established. Hence, there is no certainty that the group will be formed, and there is no commitment that the structure will be built. This is also stated later on, in paragraph 3.8.3 of the form, where it is written that "if a team that will acquire the rights to the field is not formed, then the seriousness fee will be " This statistic reinforces the risk that was presented at the beginning of the journey that the team will not be established at the end of the day.
- The table at the beginning of the form states that this is only a "conceptual unit", and its serial number is written. This wording indicates that it is not an apartment. The price of the conceptual unit was also not specified precisely, but it was made clear that there is a cost estimate on the agenda, and an estimate, as is well known, can change.
- In paragraph 2 of the form, it was stated - "We are interested in joining as candidates for the joint purchase of the land..."; In other words, it again emerges from this that there is no certainty that the plaintiffs will be in the group and will purchase a housing unit, but rather that it is a candidacy. The joint purchase mechanism in the purchasing group is also emphasized.
Later in the paragraph, it was noted that the exact location of the housing unit would be determined "only after receiving final approval of the planning for the land and the construction of the project...". Once again, it emerges from this that the foundation itself is uncertain, and there is no final approval of the planning of the land and the construction of the buildings on it.
- In paragraph 3.2, it is explicitly stated that the plaintiffs confirm that they know that an application to change the zoning plan on the land has not yet been submitted, that a building permit has not yet been issued for the project, and that the preparation of final plans in this regard has not yet been completed.
- Paragraph 3.4 states that the plaintiffs agree that the full proceeds for the land and the marketing fees will be transferred for the purpose of purchasing the land from its owner. In other words, the plaintiffs confirm that they are aware that the land has not yet been purchased at this stage.
- The uncertainty is also evident from the sale agreement , which is about four pages long:
- In the second "because" it was stated that Greeny would be entitled to be registered as the sole owner of the land.)f) Subject to the completion of the full consideration." Hence, it is not currently registered as an owner, and this is contingent on raising all the funds required for the purchase.
- In the fifth "reason" it was noted that the sale reflects the right to establish and register an apartment "in a building that will be planned and erected on the land, to the extent that it is built [emphasis added]...". In other words, the building has not yet been planned at all, and there is no certainty that it will be built at the end of the day.
- Paragraph 4.4 of the agreement states that the class members are aware that for the time being a warning note cannot be registered in their favor.
- In paragraph 8.1, it was determined that there will be no validity to any representation or exchange or similar or memorandum of understanding prior to the signing of the sale agreement, and any change thereof will be made only in writing and with the signature of the parties.
- In paragraph 8.2, the parties expressly state that they have read and understood the Agreement "well" and that "they had time and resources to receive full legal advice before signing the Agreement and that they will not claim that they relied on any representation and/or information provided to them by any party, whatever it may be, beyond what is stated in this Agreement and beyond the data examined by them..."
Here we see that it was clear that there was no validity to any statement of one kind or another, which is not anchored in the agreements on the agenda.
- This uncertainty also arises from the sharing agreement, from which it is clear that the entire transaction may not materialize. This is when there are basic conditions that have not yet been met, and which depend on many factors. Although the agreement is long and complex, and contains 31 pages, you can already see on its first page a few comments that reflect the risk associated with the transaction:
- In the first "why" it was noted that Greeni is not yet the owner of the lot, but is entitled to be registered as its owner "subject to the completion of the original purchase transaction".
- In the third "reason", it was noted that the members of the group are working to make it possible to build the project on the lot and carry it out in practice "subject to planning procedures to be taken by the group of buyers".
- In the fourth "reason", it was noted that the parties are interested in carrying out a preliminary conceptual division between them of the conceptual units that can be built on the lot, inter alia, "according to the plans that will be submitted to the planning authorities, all subject to the approval of the planning authorities as aforesaid". It follows from this that plans must still be submitted and approvals must be obtained, and this matter introduces significant uncertainty into the picture, since the approval of the planning authorities is not at all certain.
- In the fifth "reason", it was explicitly stated that before the project was planned, a request to change the plan had not yet been submitted, and a building permit had not yet been issued. It was also noted that in light of all of this, the actual and final division of the conceptual units will be done only after detailed plans for the project have been drawn up by the architect, after the promotion and approval of the zoning plan, and after the issuance of a building permit.
- In the last "why" on the first page of the sharing agreement, the plaintiffs even explicitly stated that "the responsibility, risks and chances accompanying a joint purchase are clear and clear to them," and that "all of these will apply to them alone."
- Against this background, the first architect of the project, Mr. Danny Mualem, testified that the plans presented to the plaintiffs were illustrative and that "nothing was guaranteed there" (p. 677, S. 33-34). Indeed, this is a professional whose ability to understand the planning picture is easy. Still, the contractual system, as presented above, reflects well the risks associated with this transaction.
The plaintiffs claim that various representations were presented to them, but the risk is also posed by the short documents accompanying the contractual system, which also include a clear statement that there is no validity to such and other representations that are not anchored in writing. A reading of the agreements would have made it possible to understand the risk, and the fact that reliance on oral representations depends on containment.
- From all of this, it emerges that the plaintiffs' arguments, which referred to the decision of the District Court sitting as an Appeals Committee in Appeals Committee (Tel Aviv) 28717-09-22 Rom Kinneret Properties and Investments in a Tax Appeal v. State of Israel/Commissioner of the Sale Law (published in the databases [Nevo], 2023) (hereinafter: the Rom Kinneret case). In this case, an engagement was discussed, which was formally presented as a purchasing group, when in practice it was a sale transaction for all intents and purposes. Thus, for example, in the circumstances of the case where all the details of the transaction were certain, and the activity of the group members' representatives was not established along the way.
In the present case, there is no basis for the claim that the group in question was not a purchasing group. This argument was made by the plaintiffs only in general. The circumstances show otherwise. The risks and uncertainties were numerous. The realization of the project involved components similar to those faced by developers - including the need to purchase the land and promote plans that would only allow it to be understood how many housing units would be built on it. The representative of the members of the group worked along the way, and hence the case of Rom Kinneret has no bearing on our case.
- The plaintiffs knew - or could have known after reviewing the agreements and documents - that they were joining a purchasing group, and that the uncertainty surrounding it was very great, and hence the accompanying risks.
The argument that the plaintiffs did not read the agreements or that they were not given a proper opportunity to read them should not be accepted
- The plaintiffs claim that they did not "carefully read" the agreements (paragraphs 10.10 of the original and amended statements of claim), and therefore did not notice that their content contradicted the oral agreements presented to them, before they signed them.
This argument should not be accepted.
- It is rejected in light of the rule established in case law, according to which "a person who signs a document is held to have read it and understood its contents and that he signed it with his consent" (Civil Appeal 6799/02 Yulzari v. United Mizrahi Bank Ltd., IsrSC 58(2) 145, 149 (2003)). This presumption is weighty. In this regard, what matters is not whether a person actually read the document before signing it or not. What matters is whether he has been given the opportunity to do so. And as long as he was given the opportunity and did not take advantage of it, he would not be able to complain about it.
In light of theclear precedent, the plaintiffs are bound by the agreements they signed, and they cannot disavow them on the pretext that they did not read them at all or in depth.
- In this regard, some of the plaintiffs testified that they chose to hasten to sign the documents because they were presented that it was a good deal, that it was in high demand, and that they did not want to miss the opportunity at hand. This is therefore a matter of pressure that was exerted on them, but not one that prevented them from reading the documents. In addition, it was activated by Ms. Or's representatives, and the lawsuit before me is not directed against them, against Ms. Or or her companies:
- Thus, when Mr. Ofir Paz (plaintiff 45) was asked in his interrogation why he did not read the application form, which was only three pages long, before signing it, he replied that it "did not seem so substantial to me", and that "the amount there did not seem high" (p. 390, Q. 19-20). Hence, from his point of view, this was an attractive deal.
- David Cohen (plaintiff 31) testified that he had reviewed the joining form and he signed that "it would be a shame to miss a transaction" (p. 456, Q. 29), and his wife, plaintiff 30 (Ms. Rinat Cohen), stated in her affidavit that she had read the enrollment form (paragraph 9), but nevertheless testified that they had been given data that was not anchored in it.
- Benz also testified on his behalf and on behalf of his wife that they had read the application form, and claimed that despite the pressure to acquire they had agreed to sign. He explained that as part of the acquisition and negotiation, they were given a discount of ILS 15,000, "I didn't want to lose the deal and I wanted to reserve an apartment for myself, especially the fact that she said she was giving you a discount" (p. 319, s.2). He repeated his testimony that there was pressure and added, "Yes, but it was pressure, as if no, it was pressure, but we agreed with that pressure, yes? It's not that they sat down with a gun to my head and told me to sign" (ibid., s. 6).
- The plaintiffs did not claim in their lawsuit that they signed the agreements after coercion or oppression. They tried to justify not delving into the documents by not giving them enough time to read them, and that they were pressured to sign the treaty system. Thus, it was claimed (in paragraph 13.7 of the amended statement of claim) that they were not able to read all the agreements because they were required to read dozens of pages in about half an hour.
I will not be able to accept this argument either.